Item 8.01 Other Events.

The disclosure below updates RAIT Financial Trust's, or RAIT's, disclosure in RAIT's report on Form 10-Q for the quarterly period ended March 31, 2009, Part II-"Other Information," Item 1. "Legal Proceedings-Putative Consolidated Class Action Securities Lawsuit."

RAIT, certain of our executive officers and trustees and the lead underwriters involved in our public offering of common shares in January 2007 were named defendants in one or more of nine putative class action securities lawsuits filed in August and September 2007 in the United States District Court for the Eastern District of Pennsylvania. By Order dated November 17, 2007, the court consolidated these cases under the caption In re RAIT Financial Trust Securities Litigation (No. 2:07-cv-03148), and appointed a lead plaintiff and lead counsel. On January 4, 2008, lead plaintiff filed a consolidated class action complaint, or the complaint, on behalf of a putative class of purchasers of our securities between June 8, 2006 and August 3, 2007. The complaint names as defendants RAIT, eleven current and former officers and trustees of RAIT, ten underwriters who participated in certain of our securities offerings in 2007 and our independent accounting firm. The complaint alleges, among other things, that certain defendants violated Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 by making materially false and misleading statements and material omissions in registration statements and prospectuses about our credit underwriting, our exposure to certain issuers through investments in debt securities, and our loan loss reserves and other financial items. The complaint further alleges that certain defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, by making materially false and misleading statements and material omissions during the putative class period about our credit underwriting, our exposure to certain issuers through investments in debt securities, and our loan loss reserves and other financial items. The complaint seeks unspecified compensatory damages, the right to rescind the purchases of securities in the public offerings, interest, and plaintiffs' reasonable costs and expenses, including attorneys' fees and expert fees.

On May 26, 2009, defendants entered into a written term sheet with lead plaintiff for settlement of the action. The term sheet provides that the claims of the plaintiff class will be settled for a cash payment of $32 million. The settlement payment is within the limits of RAIT's directors and officers liability insurance, and RAIT's insurers have agreed to fund the settlement. Plaintiffs have agreed to a complete release of all claims against all defendants in the action. The settlement is subject to the completion of a definitive written settlement agreement, confirmatory discovery, and court approval of the settlement after written notice to the class. In connection with the settlement, the defendants have at all times denied, continue to deny and admit no wrongdoing of any kind.

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